(v) Upon payment by us, or on our behalf, of the amount specified in any
draft drawn hereunder, we shall be fully discharged of our obligation under this
Letter of Credit solely in respect of such draft, and we shall not thereafter be
obligated to make any further payments under this Letter of Credit in respect of
such draft to you or to any other person.

 (vi) This Letter of Credit may only be transferred to any person who is the
lessor under the Lease Agreement at the time of such transfer.

 (vii) This Letter of Credit sets forth in full our understanding, and such
understanding shall not in any way be modified, amended, amplified or limited by
reference to any document or agreement other than the sight drafts referred to
herein, or a written agreement among you, us and Lessee.

 (viii) Communications with respect to this Letter of Credit shall be in
writing and if directed to us shall be addressed to us at [\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_],
specifically referring to the number of this Letter of Credit, and, if directed
to you, shall be addressed to you at Aviation Financial Services, Inc., c/o GE
Capital Aviation Services, 201 High Ridge Road, Stamford, Connecticut
06927-4900.

 (ix) All banking charges in connection with this Letter of Credit and any
drawings made hereunder shall be for the account of Compania Panamena de
Aviacion, S.A.



 (x) This Letter of Credit shall be governed by the Uniform Customs and
Practice for Documentary Credits (1993 Revision) International Chamber of
Commerce Publication No. 500, and, as to matters not covered therein, by the
laws of the State of New York.

 [NAME OF ISSUER]


 BY
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 Authorized Signature